Common use of Termination by the Company Without Cause or by Executive for Good Reason Clause in Contracts

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder at any time time, without Cause, for any reason or no reason, and Executive may terminate Executive’s his employment hereunder for “Good Reason.” (as defined below) if the Company has failed to cure the event or condition constituting Good Reason within thirty days after Executive gives written notice to the Company setting forth in reasonable detail the facts and circumstances allegedly constituting Good Reason and specifically referencing this Section 5(e). For purposes of this Agreement Agreement, “Good Reason” shall mean that, that without Executive’s prior written consent, any of the following shall have occurredoccurred within ninety days prior to the delivery of such notice: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 23, except, in such case, in connection with the termination of Executive’s employment for Cause Cause, Total Disability or due to Total Disability, death or expiration of the Termdeath; (Bii) an assignment of any significant duties to Executive which are inconsistent with Executive’s positions or offices held under Section 3; (iii) a material decrease in base salary Base Salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; or and (Civ) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term)Reason, the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 22 hereof, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (Bii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iii) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; or (Civ) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (Ai) through (Civ) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good ReasonCompany. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) hereof or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder at any time time, without Cause, for any reason or no reason, and Executive may terminate Executive’s her employment hereunder for “Good Reason.” (as defined below) if the Company has failed to cure the event or condition constituting Good Reason within thirty days after Executive gives written notice to the Company setting forth in reasonable detail the facts and circumstances allegedly constituting Good Reason and specifically referencing this Section 5(e). For purposes of this Agreement Agreement, “Good Reason” shall mean that, that without Executive’s prior written consent, any of the following shall have occurredoccurred within ninety days prior to the delivery of such notice: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 23, except, in such case, in connection with the termination of Executive’s employment for Cause Cause, Total Disability or due to Total Disability, death or expiration of the Termdeath; (Bii) an assignment of any significant duties to Executive which are inconsistent with Executive’s positions or offices held under Section 3; (iii) a material decrease in base salary Base Salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; or and (Civ) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term)Reason, the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder at any time time, without Cause, for any reason or no reason, and Executive may terminate Executive’s his employment hereunder for “Good Reason.” For purposes of this Agreement Agreement, “Good Reason” shall mean that, that without Executive’s prior written consent, any of the following shall have occurred: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 23, except, in such case, in connection with the termination of Executive’s employment for Cause Cause, Total Disability or due to Total Disability, death or expiration of the Termdeath; (Bii) an assignment of significant duties to Executive which are inconsistent with Executive’s positions or offices held under Section 3; (iii) a material decrease in base salary Base Salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; or and (Civ) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (Ai) through — (Civ) of this Section 4(e5(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good ReasonCompany. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term)Reason, the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except(which, in such each case, shall not include any material adverse change in connection with (i) the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; or (ii) a change in Executive’s primary work location); (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through (C) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (CB) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through or (CB) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurred: (A) a material adverse change to Executive’s positions, titles, offices, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement;; or (CB) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through or (CB) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder at any time time, without Cause, for any reason or no reason, and Executive may terminate Executive’s his employment hereunder for “Good Reason.” For purposes of this Agreement Agreement, “Good Reason” shall mean that, that without Executive’s prior written consent, any of the following shall have occurred: (Ai) a material change, adverse change to Executive, in Executive’s positions, titles, offices, or duties following the Effective Date from those set forth as provided in Section 23, except, in such case, in connection with the termination of Executive’s employment for Cause Cause, Total Disability or due to Total Disability, death or expiration of the Termdeath; (Bii) an assignment of any significant duties to Executive which are inconsistent with Executive’s positions or offices held under Section 3; (iii) a material decrease in base salary Base Salary or material decrease in Executive’s Incentive Compensation opportunity incentive compensation opportunities provided under this Agreement; or and (Civ) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Executive for Good Reason under any of clauses (Ai) through – (Civ) of this Section 4(e5(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after Executive he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company and Executive actually terminates his employment within one (1) year following the initial occurrence of the event giving rise to Good ReasonCompany. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term)Reason, the Company shall pay or provide the following amounts amounts, and make the following other benefits available, to Executive:

Termination by the Company Without Cause or by Executive for Good Reason. (i) The Company may terminate Executive’s employment at hereunder without Cause if such termination is approved by the Board of Directors. Any termination by the Company of Executive’s employment hereunder which does not (A) constitute a termination for Cause under Subparagraph (d)(i), (B) result from the death or disability of Executive under Subparagraph (b) or (c), or (C) result from the expiration of the Initial Term or any time extended Term shall be deemed a termination without Cause, for any reason or no reason, and . (ii) Executive may terminate Executive’s his employment hereunder for “Good Reason.” For purposes of this Agreement . “Good Reason” shall mean that, without Executive’s prior written consent, any of the following shall have occurredmean: (A) a material adverse change change, not consented to by Executive, in the nature or scope of Executive’s positionsresponsibilities, titlesauthorities, officespowers, functions, or duties following the Effective Date from those set forth in Section 2, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Termunder this Agreement; (B) a material decrease in base salary or material decrease in Executive’s Incentive Compensation opportunity provided under this Agreement; or (C) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any of its material provision of, this Agreementobligations hereunder; provided, however, that a termination by Executive for Good Reason under any of clauses (A) through or (C) of this Section 4(ea material change in the geographic location at which Executive must perform his services. To constitute a Good Reason termination, Executive (1) shall not be considered effective unless Executive shall have provided must provide written notice to the Company with written notice of the specific reasons for such termination within thirty ninety (3090) days after Executive has of Executive’s initial actual knowledge of the existence of the event or circumstance constituting Good Reason and Reason, (2) may not terminate his employment pursuant to this Subparagraph unless the Company shall have failed fails to cure remedy the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been deemed given pursuant to this Agreement (the “Cure Period”), and (3) Executive must terminate employment with the Company and Executive actually terminates his employment within one no later than thirty (130) year following days after the initial occurrence end of the event giving rise Cure Period, and only if the Company has failed to Good Reason. In remedy the event that Executive’s employment is terminated by the Company without Cause or by Executive for constituting Good Reason (and not, for within the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) or due to or upon the expiration of the Term), the Company shall pay or provide the following amounts to Executive:Cure Period.